[CCWG-ACCT] Open ALAC Issues

Chris Disspain ceo at auda.org.au
Wed Jan 27 20:25:53 UTC 2016


Hello All,

I thought the basis of the model was that either each so/ac would appoint a person to be the legal persons or a small number of nominated individuals (2 was discussed I think) would provide the required legal personhood but would not be empowered to do anything without instruction from the so/acs. We now seem to be heading back to a requirement that so/acs for lead entities in some way which is challenging for some to say the least! 

Could we please get clarity on where we are at with this?


Cheers,

Chris

> On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel at channelisles.net> wrote:
> 
> I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs???
> 
> Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not).
> 
> So it seems to me that all the SOs and ACs need to have legal personality.
> 
> Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity??
> 
> 
> 
> 
> On 27/01/16 18:11, Gregory, Holly wrote:
>> We agree that the language that ALAC points to (reproduced directly
>> below)  could be clarified:
>> 
>> “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex
>> 1), it says "The members of the unincorporated association would be
>> representatives of ICANN's Supporting Organizations and Advisory
>> Committees that wish to participate." We have never discussed how
>> such members are identified. Presumably we should to specify that
>> each participating AC/SO must identify who it's representative will be.”
>> 
>> The notion is that some persons are needed to ensure that the decisions
>> of the Empowered Community are implemented.  While the participating SOs
>> and ACs will be members of the unincorporated association,  each
>> participating SO and AC should have a representative ,  and for
>> simplicity we recommend that in each instance it be the chair of the AC
>> or SO.  We have addressed this notion in our memo about implementation
>> of the unincorporated association, which we circulated a link to last
>> week in our high level comments regarding the IRP.
>> 
>> HOLLY J. GREGORY
>> Partner and Co-Chair
>> Global Corporate Governance & Executive Compensation Practice
>> 
>> *Sidley Austin LLP**
>> *+1 212 839 5853
>> holly.gregory at sidley.com <mailto:holly.gregory at sidley.com>
>> 
>> *From:*accountability-cross-community-bounces at icann.org
>> [mailto:accountability-cross-community-bounces at icann.org] *On Behalf Of
>> *Seun Ojedeji
>> *Sent:* Wednesday, January 27, 2016 9:47 AM
>> *To:* Kavouss Arasteh
>> *Cc:* accountability-cross-community at icann.org
>> *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
>> 
>> Well even if we don't need it now. It will be good to recognise that
>> it's yet to be discussed. However considering that the UA is required
>> once board approves the proposal then it may be good to determine and
>> conclude on this soon enough.
>> 
>> That said, it may be good to be sure that those member representatives
>> have no power to act unilaterally. I would have thought using 1 stone to
>> kill to birds will be good i.e making the various chairs/leaders of
>> SO/AC to serve is such capacity. That gives some level of responsibility
>> and security on that various SO/AC can always boot out their leader
>> whenever required.
>> 
>> Regards
>> 
>> On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh at gmail.com
>> <mailto:kavouss.arasteh at gmail.com>> wrote:
>> 
>> Dear All,
>> 
>> I think people contuinue to go to the last milimiter of the road and
>> generate a new discussion and debate about the number of représentatives
>> in Unincorprated associattion  représentatives and start a new round of
>> bebates and dispute
>> 
>> Do we need this information now pls ?
>> 
>> Kavouss
>> 
>> 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg at mcgill.ca
>> <mailto:alan.greenberg at mcgill.ca>>:
>> 
>> As per my comment in the CCWG meeting earlier today, here is a list of
>> the issues still to be resolved from the ALAC statement on the 3rd Draft
>> Proposal.
>> 
>> 
>> There are three issues currently under discussion.
>> 
>> 1. ICANN Mission and ensuring that contract provisions will not be
>> invalidated or be unenforceable.
>> 
>> 2. The issue regarding market mechanisms.
>> 
>> 3. Human Rights (original issue resolved but pending final wording).
>> 
>> 
>> Issues to be addressed.
>> 
>> 
>> 1. The first is a relatively trivial one and easily addressed. Rec# 4,
>> in the section on replacing the Interim Board states:
>> 
>> "SOs, ACs, and the Nominating Committee will develop replacement
>> processes that ensure the Interim Board will not be in place for more
>> than 120 days."
>> 
>> The ALAC request that this be changed to:
>> 
>> "SOs, ACs, and the Nominating Committee will develop processes designed
>> to replace Interim Board members within 120 days."
>> 
>> By removing the word "ensure", this change, while not altering the
>> intent, goes along with the recent practice of not putting hard
>> deadlines in the Bylaws, deadlines that for one reason or another may
>> not be met in a particular instance.
>> 
>> 
>> 2. Rec# 10, AoC. The Recommendation suggests that as part of
>> organizational reviews, the AC/SO's accountability be included in the
>> review. The ALAC suggests that this be enshrined in Article IV, Section
>> 4.1 of the ICANN Bylaws.
>> 
>> 
>> 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1),
>> it says "The members of the unincorporated association would be
>> representatives of ICANN's Supporting Organizations and Advisory
>> Committees that wish to participate." We have never discussed how such
>> members are identified. Presumably we should to specify that each
>> participating AC/SO must identify who it's representative will be.
>> 
>> 
>> 
>> 
>> 
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